Intu (SGS) Finance PLC - Standard and Poor's 17g-7

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLCbinding on it and may be enforced against it in thecourts of any competent jurisdiction. For thepurposes of the foregoing, in respect of anyproceedings arising out of or connected with theenforcement and/or execution of any award orjudgment made against each of the parties, each ofthe parties hereby expressly submits to thejurisdiction of any court in which any suchproceedings are brought.15 Subject to pending registration or recording, each Mortgageis a legal, valid and subsisting first ranking fully perfectedsecurity interest on the Property to which it relates andconstitutes a legal, valid and binding obligation of, and isenforceable against the related Borrowers or PropertyOwners.Common Terms AgreementSchedule 1, General Representations andWarranties13 Status of securitySubject to the Reservations, each Obligor SecurityDocument to which it is a party confers the SecurityInterests it purports to confer over all of the assetsreferred to in it and it is the absolute legal andbeneficial owner of (or in the case of assets locatedin Scotland, is the registered or heritable proprietorand does not hold such assets on trust) the assets(including share capital in the Obligors) over whichit purports to confer a Security Interest and thoseSecurity Interests are not subject to any prior or paripassu or any other Security Interests (other thanany Permitted Security Interest) and those SecurityInterests are valid and effective.14 Ranking of secured claimsOther than Permitted Security Interests, the claimsof Secured Participants to the extent that they aresecured pursuant to the Obligor SecurityDocuments against it will rank (subject to theReservations), prior to the claims of all its otherunsecured and/or unsubordinated creditors save forcreditors whose claims are preferred by law.16 Subject to pending registrations, the Seller [Originator] isthe sole legal and beneficial owner of each Loan and is thesole beneficial owner of the Related Security free and clearof all encumbrances, claims and equities.17 Subject to pending registrations, the Borrower SecurityTrustee or Seller [Originator] is the sole legal owner of eachMortgage, subject to the trust declared by the BorrowerSecurity Trustee over its interest in such Mortgage, freeand clear of all encumbrances, overriding interests (otherthan those to which the Properties are subject), claims andequities (including without limitation, rights of set-off orcounterclaim) and there were at the time of completion ofsuch Mortgage or acquisition of the related Loan relating tothe Mortgages, no adverse entries of encumbrances orother such claims or equities or applications for adverseentries of encumbrances, claims or equities against anytitle registered atthe Land Registry or registered at any other registry onwhich entries would rank prior to the Borrower SecurityTrustee‟s or the Seller‟s [Originator‟s] interests in theMortgageNot included in the transaction.Not included in the transaction.18 The legal and beneficial right, title and interest of the Seller Not included in the transaction.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 8